Summary Kaposi's Sarcoma-associated herpesvirus (KSHV) causes the AIDS-associated malignancies Kaposi's Sarcoma (KS), and primary effusion lymphoma (PEL), resulting from KSHV-infection of endothelial cells (ECs) and B cells, respectively. KSHV encodes a set of microRNAs (miRNAs) with largely unknown significance to KSHV-associated disease. We have demonstrated that the KSHV miRNAs miR-K11, miR-K3 and miR-K10a repress mRNA targets of cellular miR-155, miR-23 and miR-142-3p, respectively. The goal of this proposal is to understand the potential significance of this mimicry to the pathogenesis of PEL and KS. Our preliminary data suggest that miR-K3 and miR-K11 together are essential for the survival of PEL-derived cell lines and synergize to target repressors of survival signaling and B-cell proliferation. In Aim 1, we therefore propose to phenotypically and mechanistically characterize the requirement for miR-K3 and miR-K11 for B-cell transformation by KSHV. Aims 2 and 3 address functions of miR-K10a. miR-K10a is expressed from the Kaposin A coding sequence, which has known oncogenic properties. Our preliminary experiments suggest that miR-K10a is the actual mediator of this transforming activity. In Aim 2, we therefore propose to further characterize the oncogenic properties of miR-K10a and to elucidate the underlying mechanism, based on already identified candidate targets with roles in transformation. Our analysis of miR-K10a targets and preliminary experiments suggest that miR-K10a functions in ECs to disrupt adherens junctions (AJs) and to remodel the actin cytoskeleton. miR-K10a expression caused a striking elongation of ECs, reminiscent of the KSHV-infected infected spindle cells that are the hallmark of KS. Because AJs and the linked actin cytoskeleton play important roles in vascular integrity, angiogenesis and the maintenance of EC quiescence by antagonizing growth factor signaling, their deregulation by miR-K10a may directly impact KS pathogenesis. In Aim 3, we therefore propose to phenotypically and mechanistically characterize how miR-K10a affects these structures and associated signaling pathways. Together, the proposed experiments will identify key roles of these KSHV miRNAs in KSHV oncogenesis.